PostNL N.V. (hereafter referred to as ‘the company’) is a public limited liability company with its registered seat and head office at Prinses Beatrixlaan 23, 2595 AK, 's-Gravenhage, the Netherlands. The Chamber of Commerce number is 27124700.
The company’s principal activity is acting as a holding company for the Group companies of the PostNL Group (‘the Group’) that provide businesses and consumers in the Benelux with an extensive range of services for their mail needs. Through our international sales network Spring, we connect local businesses around the world to consumers globally. The company is the ultimate parent company of the Group.
The corporate financial statements were authorised for issue by PostNL’s Board of Management and Supervisory Board on 24 February 2020 and are subject to adoption at the Annual General Meeting of Shareholders on 14 April 2020.
The significant accounting policies applied in the preparation of these corporate financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. All amounts included in the financial statements are presented in euros, unless stated otherwise.
The corporate financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS-EU) and Dutch law. IFRS-EU includes the application of International Accounting Standards (IAS), related interpretations of the International Financial Reporting Interpretations Committee (IFRIC) and interpretations of the Standing Interpretations Committee (SIC), issued and effective, or issued and adopted early, as at 31 December 2019.
In the corporate financial statements, the same accounting principles have been applied as set out in the notes to the consolidated financial statements, except for the valuation of the investments as presented under financial fixed assets in the corporate financial statements. These policies have been consistently applied to all years presented.
In the corporate financial statements, the Mail investments are recorded at cost less impairments (deemed cost upon adoption of IFRS-EU). In the corporate statement of income, dividend received from the investments is recorded as dividend income. Due to this application, the corporate equity and net result are not equal to the consolidated equity and net result. A reconciliation for total shareholders’ equity and total comprehensive income is presented in note 6.5 to the corporate financial statements.
For new and amended standards we refer to the descriptions included in the ‘Changes in accounting policies and disclosures' in the notes to the consolidated financial statements. The company has assessed the impact on the corporate financial statements. None of these is expected to have a significant effect on the corporate financial statements.
The corporate financial statements are presented in euros, the company’s functional currency.
The preparation of the corporate financial statements in conformity with IFRS-EU requires management to exercise judgements and make estimates and assumptions that affect the application of the company's accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results could differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the corporate financial statements are disclosed in the note ‘Critical accounting estimates and judgements' to the consolidated financial statements.
Key accounting estimates and judgements affecting the assessment and measurement of impairment are included in note 6.4.1 to the corporate financial statements.
PostNL operates a number of equity-settled share-based compensation plans, under which the entity receives services from employees as consideration for (conditional) shares of the Group. For the company's accounting policies on equity-settled share-based compensation plans, we refer to note 5.1 of the consolidated financial statements.
Specifically for PostNL N.V., the grant by the company of shares to the employees of subsidiary undertakings in the Group is treated as a capital contribution. The fair value of employee services received, measured by reference to the grant date fair value, is recognised over the vesting period as an increase to investment in subsidiary undertakings, with a corresponding credit to equity in the parent entity accounts.
Dividend distribution to the company’s shareholders is recognised as a liability in the corporate financial statements, in the period in which the dividends are approved by the company’s shareholders.
Dividend income is recognised when the right to receive payment is established. The dividend income from the company’s subsidiaries for 2019 was €0 million (2018: €73 million).
In 2019, an impairment of €409 million on the company’s investments in Mail was accounted for (2018: €164 million). Reference is made to note 6.4.1 to the corporate financial statements.
In 2019, salaries, pensions and social security contributions amounted to €(6) million (2018: €2 million). In accordance with IAS 19.41, the net defined benefit cost for the company’s pension plans shall be recognised in the corporate financial statements. For PostNL, the contributions charged to other Group companies more than offset the pension expense incurred, resulting in a positive amount of salaries, pensions and social security contributions over the year. For further information on defined benefit pension costs, see note 6.4.2 to the corporate financial statements. PostNL N.V. does not have any employees other than the Board of Management.
PostNL has financing relationships with both external banks and with PostNL companies, mainly with PostNL Finance B.V. As a result, PostNL records both external interest income and expenses from financial institutions and from PostNL Finance B.V.
Year ended at 31 December | 2018 | 2019 |
|---|---|---|
Interest expenses on long-term borrowings | 14 | 5 |
Interest on net defined benefit pension liabilities | 2 | 1 |
Other interest and similar expense | 1 | 1 |
Interest and similar expense | 17 | 7 |
Other interest and similar income | 0 | (1) |
Net financial expense/(income) | 17 | 6 |
In 2019, interest expenses on long-term borrowings decreased mainly as a result of the repayment of a bond in August 2018, which was replaced by a new bond with a lower interest rate. Reference is made to note 4.1 to the consolidated financial statements.
The company is tax-resident in the Netherlands. The tax expense for the year comprises current and deferred tax. Tax is recognised in the statement of income, except to the extent that it relates to items recognised directly in other comprehensive income.
The amount of income tax included in the statement of income is determined in accordance with the rules established by the tax authorities in the Netherlands, based on which income taxes are payable or recoverable.
Year ended at 31 December | 2018 | 2019 |
|---|---|---|
Current tax expense | 3 | 6 |
Changes in deferred taxes | (8) | (6) |
Total income tax expense/(income) | (5) | 0 |
Income taxes paid/(received) | (8) | 32 |
The difference between the total income taxes in the income statement and the current tax expense is due to temporary differences. These differences are recognised as deferred tax assets or deferred tax liabilities. In 2019, the change in deferred taxes also includes an amount of €(6) million (2018: €(8) million) via other comprehensive income fully related to taxes on OCI from pensions.
Year ended at 31 December | 2018 | 2019 |
|---|---|---|
Dutch statutory income tax rate | 25.0 | 25.0 |
Tax effects of: | ||
Non and partly deductible costs | (0.1) | 0.0 |
Non deductible impairments | (38.3) | (25.0) |
Exempt income | 17.5 | 0.0 |
Other | 0.6 | 0.0 |
Effective income tax rate | 4.7 | 0.0 |
In 2019, the income taxes of €0 million (2018: €(5) million) on the result before income taxes of €(409) million (2018: €(107) million), resulted in an effective income tax rate of 0% (2018: 4.7%). Adjusted for the tax-exempt dividend income of €0 million (2018: €73 million) and the non deductible impairment of €409 million (2018: €164 million), the result before income taxes would have been €0 million (2018: €(16) million), which with income taxes unchanged at €0 million (2018: €(5) million) would have resulted in an effective income tax rate of 0% (2018: 31.3%).
Deferred tax assets and liabilities are presented net in the balance sheet if the company has a legally enforceable right to offset current tax assets against current tax liabilities and the deferred taxes relate to the same taxation authority. Based on this reporting principle, the deferred tax assets as at 31 December 2019 amounts to €0 million (2018: €0 million).
The increase in net cash used in operating activities from €(18) million in 2018 to €(38) million in 2019 mainly related to the change in interest paid and income taxes received. In 2019, the total cash outflow for interest paid of €4 million (2018: €19 million) mainly related to interest on PostNL’s long-term borrowings. In 2019, the company paid income taxes totalling €32 million (2018: €8 million received) which include settlements relating to prior years and, in 2018, internal settlements with Group companies within the PostNL fiscal unity.
In 2019, net cash from investing activities amounted to €(116) million (2018: €73 million) and mainly related to a capital contribution to PostNL Holding B.V. of €117 million. The total cash inflow from dividend received from the company's subsidiaries was €0 million (2018: €73 million).
In 2019, the net cash from financing activities of €154 million (2018: €(55) million) mainly related to the final 2018 cash dividend paid of €48 million (2018: final 2017 cash dividend: €47 million), interim 2019 cash dividend paid of €23 million (2018: interim 2018 cash dividend: €16 million), the proceeds of a new eurobond of €296 million and financing related to Group companies of €(71) million (2018: €206 million). Financing related to Group companies mainly relates to intercompany financing of PostNL by PostNL Finance B.V. and included in 2018 the repayment of €25 million of the intercompany cross-currency swap relating to the eurobond. In 2018, the net cash used in financing activities included the repayment of a eurobond of €198 million.
As at 31 December 2019, equity amounts to €2,129 million (2018: €2,593 million). For the disclosure on issued share capital, additional paid-in capital and the hedge reserve, see notes 2.4 and 4.6 to the consolidated financial statements.
The revaluation reserve investments in Mail and the hedge reserve are legal reserves and are restricted for distribution.
As at 31 December 2019, the revaluation reserve of €1,759 million (2018: €2,168 million) related to the applied deemed cost approach for the investments in Mail as of 1 January 2010, partly offset by the net recorded impairment charges of €823 million.
During 2019, the other reserves increased to €602 million from €345 million, mainly due to a reclassification from the revaluation reserve of €409 million and a positive pension effect within other comprehensive income of €16 million, partly offset by the appropriation of net income for 2018 of €(166) million.
Investments in subsidiaries and associated companies are stated at cost, less impairment. Dividend income from the company’s subsidiaries and associated companies is recognised when the right to receive payment is established.
At each balance sheet date, the company reviews whether there is an indication that its investments in subsidiaries might be impaired.
An indication may include management’s downward adjustment of the strategic plan or other areas where observable data indicates a measurable decrease in the estimated future cash flows. These determinations require significant judgement. In making this judgement, management evaluates, among other factors, the financial performance of and business outlook for its investments, including factors such as industry and sector performance, changes in technology and operational and financing cash flow.
If any indication for impairment exists, the recoverable amount of the investments is estimated. The recoverable amount is defined as the higher of an investment’s fair value less costs of disposal and its value in use. If the recoverable amount of an investment is estimated to be less than its carrying amount, the carrying amount of the investment is reduced to its recoverable amount. Any impairment loss is recognised immediately in the statement of income.
The investments’ fair value less costs of disposal represents the best estimate of the amount the company would receive if it sold its investments. The fair value of each investment has been estimated on the basis of the present value of future cash flows, taking into account costs of disposal. The determination of the investment’s value in use is based on calculations using pre-tax cash flow projections based on financial budgets approved by management covering a nine-year period. Cash flows beyond the nine-year period are extrapolated using estimated growth rates.
Impairment losses recognised in prior periods shall be reversed only if there has been a change in the estimates or external market information used to determine the investment’s recoverable amount since the last impairment loss was recognised. The recoverable amount shall not exceed the carrying amount that would have been determined had no impairment loss been recognised in prior years.
The movement in the Investments in Mail is as follows:
2018 | 2019 | |
|---|---|---|
Balance at 1 January | 3,239 | 3,075 |
Additions to capital | 117 | |
Impairment | (164) | (409) |
Balance at 31 December | 3,075 | 2,783 |
The subsidiary undertakings of the company as at 31 December 2019, and the company’s percentage interest, are set out below.
Name of direct subsidiairy | Country of incorporation | Ownership % |
|---|---|---|
PostNL Holding B.V. | Netherlands | 100% |
A complete list of investments in subsidiaries, associated companies and jointly-controlled entities will be attached to the company’s Annual Report made available to the Chamber of Commerce.
A detailed review has been performed of the recoverability of the Mail investments. The recoverable value of each investment is the higher of the value in use and fair value less costs of disposal. The recoverable value is determined based on the value in use as this was higher than the fair value less costs of disposal at year end 2019. The value in use has been estimated on the basis of the present value of future cash flows. For all investments, the estimated future cash flows are based on a eight-year forecast and business plans, as management considers these forecasts reliable based on past experience.
The estimated future cash flows are derived from the most recent strategic planning approved by management, including inherent uncertainties like future volume developments, efficiency measures and the impact of regulatory decisions and developments. The applied growth rate does not exceed the long-term average growth rates on the related operation and market. The company has determined the budgeted gross margin based on past performance and its expectations for market development. The weighted average growth rates used are consistent with the forecasts included in industry reports. The pre-tax discount rates in the investments' valuations varies around 9.5% (2018: around 10%).
Key assumptions used to determine the recoverable values for the investments of the company are the following:
maturity of the underlying market, market share and volume development in order to determine the revenue mix and (long term) growth rate,
level of operating income largely impacted by revenue and cost development, taking into account the nature of the underlying costs and potential economies of scale,
level of capital expenditure in network-related assets, and
discount rate to be applied following the nature of the underlying cash flows and foreign currency and inflation-related risks.
As the Mail investments are vulnerable to changes in the discount rate and changes in operating income, a sensitivity analysis has been performed for the Mail investments. The sensitivity analysis included the impact of the following items which are considered to be most critical when determining the recoverable value:
an increase or decrease in the discount rate of 0.5%, and
an increase or decrease in operating income of 5%.
If the discount rate were to change by 0.5%, this would impact the Mail investments by around €230 million (2018: €240 million). A change in operating income of 5% would impact the Mail investments by around €90 million (2018: €80 million).
The detailed review of the value of the Mail investments resulted in the recoverable value being €409 million lower than their carrying value. The recoverable value of the continuing operations was derived from the 2019 strategic planning, taking into account uncertainties relating to volume and margin developments, efficiency measures and investments necessary to keep up with market dynamics, and the impact of regulation within Mail in the Netherlands. The value of Postcon and Nexive, our discontinued operations, is based on fair value less costs to sell at year-end 2019. The value decrease mainly followed from a reassessed base line for Mail in the Netherlands, where to a lesser extent price increases and costs savings are expected to absorb further volume and revenue decline, an adjusted growth rate for Parcels, reduced business plans within Spring impacted by increased fierce competition and a negatively impacted discontinued operations’ value, partly offset by the value impact resulting from the consolidation of Sandd. Based on the detailed review, management concluded that an impairment of €409 million was present for the Mail investments. Consequently, management recorded an impairment charge of €409 million in 2019 (2018: €164 million). Within equity, the revaluation reserve associated with the initial revaluation of the Mail investments has been lowered by the impairment charge amount.
In 2019, the additions to capital of €117 million related to a capital contribution to PostNL Holding B.V.
For the accounting policies on pension liabilities, reference is made to note 3.5 to the consolidated financial statements.
The company is the sponsoring employer of the main Dutch pension plan, which is externally funded in a separate pension fund and cover the majority of PostNL’s employees in the Netherlands.
In accordance with IAS 19.41, PostNL recognises the net defined benefit cost in the corporate financial statements of the company. The relevant Group companies recognise the costs equal to the contributions payable for the period in their financial statements. In its corporate financial statements, PostNL recognises the contributions received from the relevant Group companies as a benefit that offsets the defined benefit pension expense. The impact of the contributions is represented as participant contributions in the following table.
For the company, the contributions received from the relevant Group companies more than offset the pension expense. As a result, the corporate financial statements record a defined benefit pension income of €7 million (2018: expense of €1 million), whereas the consolidated financial statements record defined benefit pension expenses of €113 million (2018: €122 million).
The following table reconciles the opening and closing balances of the present value of the defined benefit obligation and the fair value of plan assets, the funded status and the employer pension income for the sponsored pension plan of the company.
2018 | 2019 | |
|---|---|---|
Change in benefit obligation | ||
Benefit obligation at beginning of year | (8,528) | (8,340) |
Service costs | (114) | (109) |
Interest costs | (171) | (150) |
Other movements | (25) | (21) |
Actuarial (losses)/gains | 268 | (981) |
Benefits paid | 230 | 234 |
Benefit obligation at end of year | (8,340) | (9,367) |
Change in plan assets | ||
Fair value of plan assets at beginning of year | 8,511 | 8,360 |
Assumed return on plan assets | 169 | 150 |
Other movements | 29 | 25 |
Participants contributions | 121 | 122 |
Employer contributions | 3 | 3 |
Other costs | (9) | (9) |
Actuarial (losses)/gains | (234) | 1,090 |
Benefits paid | (230) | (234) |
Fair value of plan assets at end of year | 8,360 | 9,507 |
Change in funded status | ||
Funded status at the beginning of year | (17) | 20 |
Operating expenses (incl. participants contributions) | 1 | 8 |
Interest (expenses)/income | (1) | 0 |
Employer contributions | 3 | 3 |
Actuarial (losses)/gains | 34 | 109 |
Funded status at end of year | 20 | 140 |
Impact of pension asset ceiling | (20) | (140) |
Impact of minimum funding requirement | (33) | |
Netted pension liabilities | (33) | 0 |
Components of employer pension expenses | ||
Service costs | (114) | (109) |
Interest (expenses)/income | (2) | (1) |
Other costs | (6) | (5) |
Participants contributions | 121 | 122 |
Post-employment benefit income/(expenses) | (1) | 7 |
Weighted average assumptions as at 31 December | ||
Discount rate | 1.8% | 0.9% |
Rate of benefit increases | 1.1% | 0.9% |
Life expectancy 65 year old men/women (in years) | 21.3/23.2 | 21.4/23.3 |
As at 31 December 2019, accounts receivable from Group companies amounted to €25 million of which €22 million related to a receivable from PostNL Finance B.V. (2018: €44 million payable to PostNL Finance B.V.). The fair value of the accounts receivable from and payable to Group companies approximated the carrying value, due to the short-term nature.
As at 31 December 2019, the eurobonds amounted to €695 million non-current (2018: €398 million). For the disclosure on the eurobonds, reference is made to notes 4.1 and 4.5 to the consolidated financial statements.
In 2019, the non-cash changes in the total debt amounted to €1 million and related to the amortisation of costs included in the eurobonds.
Year ended at 31 December | 2018 | 2019 | ||
|---|---|---|---|---|
Equity | Income | Equity | Income | |
Consolidated: Equity and total comprehensive income | 46 | 72 | (21) | 3 |
Reconciliation items previous years | 2,696 | 2,547 | ||
Impairment Mail investments | (164) | (164) | (409) | (409) |
Results from investments | 29 | 29 | (4) | (4) |
Other comprehensive income (CTA/hedges/associates/pensions) | (14) | (14) | 17 | 17 |
Other direct equity movements | (1) | |||
Total reconciliation items | 2,547 | (149) | 2,150 | (396) |
Corporate: Shareholders' equity and total comprehensive income | 2,593 | (77) | 2,129 | (393) |
The differences between total shareholders’ equity and total comprehensive income according to the IFRS-EU consolidated financial statements and the corporate financial statements under IFRS-EU in general relate to the accounting of the Mail investments at cost less impairments (deemed cost upon adoption of IFRS-EU) in the corporate financial statements and subsequent (reversal of) impairments.
The reconciling items for equity and income are further detailed below.
The 'reconciliation items previous years' of €2,547 million in 2019 relate to the difference between the consolidated equity as at 31 December 2018 of €46 million and the corporate equity of €2,593 million at that date.
For details of the reversal of the impairment of the Mail investments recognised in the corporate financial statements in 2019, see note 6.4.1 to the corporate financial statements.
The 2019 results from investments were €4 million lower in the corporate financial statements and can be calculated from the result from the corporate income statement of €(409) million, plus the impairment of the Mail investments of €409 million, minus the result from the consolidated income statement of €4 million. The difference relates to the difference between the dividend income and the result from the Mail investments. The 2018 results from investments were €29 million higher in the corporate financial statements and can be calculated from the result from the corporate income statement of €(102) million, plus the impairment of the Mail investments of €164 million, minus the result from the consolidated income statement of €33 million. The difference relates to the difference between the dividend income and the result from the Mail investments.
The reconciliation item ‘Other comprehensive income' represents hedge and currency translation adjustments and adjustments for actuarial gains/(losses) which were recognised in the consolidated financial statements but not in the corporate financial statements as the investments are stated at cost. It also represents other comprehensive income from the change in value of financial assets at fair value through OCI that was recognised in the consolidated financial statements but not in the corporate financial statements.
The 2019 difference in other comprehensive income of €17 million included €(21) million of actuarial losses on pensions, €3 million of the change in value of financial assets at fair value through OCI and €1 million other items. The 2018 difference in other comprehensive income of €(14) million included €7 million of actuarial gains on pensions, €11 million of the change in value of financial assets at fair value through OCI and €(4) million other items.
At 31 December 2019, the company issued a declaration of joint and several liability for some of its Group companies in compliance with article 403, book 2 of the Dutch Civil Code. Those Group companies are:
Cendris Customer Contact B.V. | PostNL E-commerce Services B.V. |
DM Productions B.V. | PostNL Finance B.V. |
G3 Worldwide Mail N.V. | PostNL Holding B.V. |
Koninklijke PostNL B.V. | PostNL Pakketten Benelux B.V. |
Logistics Solutions B.V. | PostNL Real Estate B.V. |
Netwerk VSP B.V. | PostNL TGN B.V. |
PostNL Data Solutions B.V. | PostNL Transport B.V. |
The company forms a fiscal unity with a majority of its Dutch subsidiaries for corporate income tax and VAT purposes. A company and its subsidiaries that are part of these fiscal unities are jointly and severally liable for the tax payable by these fiscal unities.
In addition to the declaration of joint and several liability in compliance with article 403, book 2 of the Dutch Civil Code, the company provided parental support relating to the following items:
committed revolving credit facilities of €400 million;
guarantee facilities of €85 million;
ordinary business activities of the Group of €33 million;
ISDA agreements.
For details on the separation agreement with TNT Express, see note 3.10 to the consolidated financial statements.
For disclosure on the company’s overall financial risk management programme, reference is made to note 4.4 to the consolidated financial statements.
For a summary of the company’s financial instruments relevant to these corporate financial statements, reference is made to note 4.5 to the consolidated financial statements.
The company’s shares are widely held. As such, no ultimate controlling party can be identified. The company, acting as a holding company, has relationships with a number of Group companies. In some cases, there are contractual arrangements in place under which the company sources supplies from such undertakings or such undertakings source supplies from the company. Transactions are in principle carried out at arm’s length.
Year ended at 31 December | 2018 | 2019 | ||
|---|---|---|---|---|
Transactions | Balances | Transactions | Balances | |
Dividend income PostNL Group companies | 73 | 0 | ||
Accounts receivable from PostNL Group companies/interest income | 25 | |||
Accounts payable to PostNL Group companies/interest expense | (1) | 44 | (1) | |
Hedge accounts receivable/(payable) to PostNL Group companies/hedge income/(costs) | (1) | |||
Net financing activities from Group companies | 206 | (71) | ||
Income tax received from/(paid to) PostNL Group companies | 27 |
For the compensation of the members of the Board of Management and Supervisory Board, see note 5.1 to the consolidated financial statements.
For disclosure on subsequent events, reference is made to note 5.5 to the consolidated financial statements.
The list containing the information referred to in article 379 and article 414 of book 2 of the Dutch Civil Code is filed at the office of the Chamber of Commerce in The Hague.
In accordance with our dividend policy, the condition for paying out dividend is a leverage ratio (adjusted net debt/EBITDA) not exceeding ~2. This condition was not met per year-end 2019 (leverage ratio: 2.6). The Board of Management has decided, with the approval of the Supervisory Board, subject to shareholders approval at the 2019 Annual General Meeting of Shareholders, to declare a dividend of €0.08 per ordinary share for 2019, which is equal to the interim 2019 dividend that was paid in August 2019. No final dividend will be distributed.
The Board of Management, with the approval of the Supervisory Board, shall withdraw the corporate loss of €409 million from the reserves. For detailed information on PostNL’s corporate performance, and the resulting loss, refer to section 6 of the financial statements.
Subject to the adoption of PostNL’s financial statements by the Annual General Meeting of Shareholders, and given an 2019 interim dividend of €0.08 per ordinary share has been paid, no 2019 final dividend is proposed.
Upon approval of this proposal, corporate result will be appropriated as follows:
2019 | |
|---|---|
Result attributable to the shareholders | (409) |
Appropriation in accordance with the articles of association: | |
Reserves withdrawn by the Board of Management and approved by the Supervisory Board (article 31, paragraph 2) | 432 |
Dividend on ordinary shares | 23 |
(Interim) dividend paid in cash | (23) |
Final dividend | 0 |
The Hague, the Netherlands, 24 February 2020
H.W.P.M.A. Verhagen (CEO)
P. Berendsen (CFO)
J.J. Nooitgedagt (Chairman)
J. Wallage
E. Blok
A.M. Jongerius
M.E. van Lier Lels
T. Menssen
F.H. Rövekamp
PostNL N.V.
Prinses Beatrixlaan 23
2595 AK The Hague
The Netherlands
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